Wanting More
by RisuQ-theQissilent
Summary: A relationship with a machine and human will always leave one of them Wanting More...  ChellxWheatley
1. Chapter 1

Just so yall know, this is rated M for a reason. Don't read if you don't like technophile romance. Also, the characters may be OOC, but that's because I'm not good at characterizing established characters. Improv is my thing.

It always amazed him how she had forgiven him so easily and welcomed him into the embrace of her arms. She tolerated him, and even, unthinkably, _loved_ him. When none of the other test subjects he woke back at Aperature Science took him seriously, there she was, always listening to his every word, smiling and obediently complying with whatever he asked. His mind could not understand why it was her. Why it was her who picked him, and why even if he wasn't programmed for it, felt the same way.

He had been monstrous and terrifying. He made fun of her and picked at her weaknesses; he tried to kill her. He had wanted her dead and had nearly caused her to be so countless times. And yet, when he had met her for their final meeting as enemies, she had sympathy and love in her eyes. She knew it wasn't him and that he was being controlled by the corruption in Her body.

Even when they both were sucked out into space, she was more worried about him than herself. He hadn't been. He was selfish and screamed at her to not let him go; wanting to save only himself. She was the one who wouldn't let him go, even as GLaDOS threatened her and told her she was foolish for saving such a treacherous thing. She was the one who begged GLaDOS not to harm him, even if it meant sacrificing herself in the process.

It was her who had given him his freedom; not only had they both been allowed to leave Aperature Science, but she had convinced GLaDOS to give them one of the cooperative robots extra body skeletons so he could move around freely.

It was her who had snuck him into a human city, risked her life to find a home for them both, and it was her who had reintegrated into such a society so that she could support them both, working long hours everyday just so they could live.

It was her he held in his cold robotic arms sleeping soundly in his embrace.

He would never stop asking himself how he was so lucky to have her here with him in such an intimate way, when he deserved to be in the cold reaches of space, suffering alone.

His hand made its way to her face and brushed a few strands of her dark hair away.

"Chell, I love you…" he whispered softly.

She remained asleep, in what he hoped was peaceful. He pulled her into a deeper embrace, and then gently disentangled himself from her without waking her up. He got up and off the bed; his robotic limbs made soft _whrrrrr_ing sounds that mixed in with the sound of wind gently hitting the side of their apartment room. He looked at her sleeping form. She looked cold to him, even if she was clothed. He blamed himself for that; he was the one who had the heatless metallic form and held onto her while she slept. As softly as he could manage, he covered her body with more blankets.

She gave a soft smile and snuggled deeper under the covers without waking up. He made sure she was comfortable, and then left the room to wander into their living room.

While she had to sleep, Wheatley did not, and so he spent most of his time reading books or surfing Chell's computer. He had to be quiet, as she had work in the early hours of the morning, and would wake up if he made too much noise. He sat down on a chair next to a small cheap-looking table and picked up a book.

He read so he could be less of a moron. He wanted to please Chell in any way possible, and make himself worth it to her. He desperately wanted to remove GLaDOS's forever echoing words; moron, idiot the dumbest thing that ever lived…

He couldn't read tonight. Chell was still on his mind, and he was feeling self-loathing. He set the book down and looked around the room. It was decorated very plainly, obviously showing their lack of luxury. There was a coffee table that served as Chell's dinner table, two torn up armchairs, and the table that held his book. The room itself was even plainer; the apartment Chell had rented was dirt cheap, so nothing in it was nice. The quality of it was even less, the walls were so thin Wheatley could always hear the neighbors and worried they would wake Chell. There was nothing he could do about it though. He was supposed to stay hidden and out of sight.

So he was useless. All day he sat and did nothing while Chell did everything. Chell worked almost every day, somehow she managed it while being a mute, and when she didn't work, she would sit and listen to him rattle on about the things he read, or the movie he watched that day, or the article he found online, or about the first time he was activated, or anything relating to Aperature Science. He got lost in his own conversation and rarely asked her about her day, or how she was, or what she was like growing up. SHE was the one worried about whether or not he was bored while she was gone. Sometimes he would put her to sleep with his stories, but she always insisted otherwise. He felt terrible about that, and always would.

She bought him a computer just weeks ago. It was small, but a nice one; she used it to communicate with Wheatley when he wasn't using it, but he had remembered not knowing how she managed to afford it for him. He wanted desperately to pay her back, and asked her if he could give her something in exchange for it. She merely shrugged it off, never speaking, instead typed that it was a gift because she loved him, and she was more than happy just being with him.

He couldn't believe it. He wanted to, but couldn't. How could she be happy with him, who really in the end, WAS nothing but a tumor?

Wheatley's thoughts were interrupted by the familiar sounds of bed springs and moans from the floor above him. They were fucking again, Wheatley thought bitterly.

He hated it when their neighbors did it. It was always loud, and almost always made Chell wake up and incapable of falling back asleep, so both he and she would listen to the sounds of sex awkwardly while they sat in silence, waiting for Chell to have to leave for work, or for the sounds to stop. Wheatley always felt too embarrassed to ever try and talk to her in the times it happened. Chell had tried to ask them to be quieter once, but what was a single mute woman against a fully grown and barbaric sex-driven man? He remembered the yelling he heard, how he screamed at her to mind her own fucking business. It burned inside Wheatley's body to not be able to confront him, or comfort Chell, who would never admit or show how bad their words really hurt her.

He hated them more for another reason. He knew the man living above them had a different woman almost every night, and he listened in the daytime when the previous lovers would come back and find him in the arms of another woman. He hated how the man upstairs could make love to dozens of women without a care, without really loving them, and yet Wheatley could not make love to the only one he cared for. It felt as though fate was mocking him for being unable to please the woman he loved physically.

He had no lips to capture hers with, and he had no genitalia to have sex with.

They had tried…once…

He wasn't able to kiss her, not like he wanted, but he embraced her deeply enough. He had undressed her, slowly, savoring the way she looked with fewer articles of clothing.

She had lain on top of her small shabby bed, blushing deeply as he admired her naked body. He never felt anything for unclothed humans, as he was a machine who used to be in charge of subjects in stasis back at Aperature Science so he always saw humans naked and felt no physical attraction. And yet, Chell laid there, completely bare, and it drove his processors mad with a driving emotion he later identified as lust.

It was his gentle coaxing and reassurance that made Chell stop turning away from him and remove her arms from covering her chest, allowing him a full view and contact with her skin.

He spent his sweet time touching and stroking each and every part of her. She acted so sensitively to his every touch that he wondered if she had ever experienced sex before. He had focused on her breasts and rubbed them gently with his metal hands, not expecting how soft they would be. Chell had shivered and shuddered the entire time trying her best not to gasp and sigh as he fondled her, driving Wheatley to go further. When her nipples hardened at his touch, he was overwhelmed with pride in himself along with a greater sense of desire. He was able to arouse her, and he enjoyed every moment of it, watching Chell squirm as he gently traced circles around her sensitive skin.

More time was spent coaxing her legs apart and letting him get a better look at her. He had pulled them apart and leaned down to look at her womanhood. She had been very pink, and wet, he noticed. He had stolen a glance back up at her to see her panting heavily and gripping the sheets in what Wheatley hoped had been ecstasy.

He had become bold then, and carefully separated her folds of flesh to touch her clit. Her body had shuddered heavily and it drove Wheatley over the edge. He wanted her to feel loved, and he wanted their first experience together to make her scream with pleasure, just like the neighbors upstairs who fucked constantly and took it for granted.

It was when he entered her everything turned sour. He might've known what the female reproductive organs looked like, but he had no idea how fragile and sensitive they were, and how rough and sharp his hands were.

In seconds he had caused the one he loved to turn from pleasure to pain, as blood seeped out of her.

She had never let on to him how much pain she had been in, merely hugged him to let him know she was okay, and then excused herself to go into her bathroom.

While she had forgiven him, he hadn't. He felt terrible about it, he had hurt her. Not even the prick from upstairs tore his lovers insides up. Wheatley had thought bitterly.

He snapped back into the present when the neighbors finally stopped. It was quiet now, so Chell could continue to sleep peacefully.

Wheatley didn't really know much about relationships. He couldn't tell if they were "dating" at all, since they never went on dates because Chell had to work, and he had to stay in the apartment so other humans wouldn't see him. He couldn't call their situation an "engagement" since there was no possible way for them to take that step. He loved her, and she loved him. Was there a name for that even?

He hated feeling useless. He loved Chell and wanted to prove it to her more deeply than he was able to. But how could he? His metal body gave him the freedom to move around, but what good did it do for her? His touch either chilled her or hurt her.

He wondered if it was because he was the only other entity in the facility besides GLaDOS she had ever seen to cause her affections for him. He wondered if there had been human males present if she would still have picked him over her own kind.

Then it hit him: by choosing him over another human, she was throwing away her ability to be physically pleased, the ability to have a family, and the ability to grow old together with another. He felt whatever was the machine equivalent of a heart inside him break. He was killing her.

If only he had been human…a thought creeped into his mind. Then they could be together without restrictions. He could make her happy, take her out on dates, kiss her, passionately make love to her every night, support her in every way, and take better care of her.

But if he had been human, they never would have met. He knew this.

Slowly it dawned on him. Maybe he _could_ become human, or at least close to it. But they only way was back at Aperature Science, where She was. Wheatley seriously doubted She would be happy to have him back, or undertake such a task for his and Chell's sake.

And yet, it meant everything to him to be able to be with Chell fully, not just as a parasite living off of her.

For Chell he would go back to the facility and try.

So yeah. I think I've got a pretty good story going. I'm sorry if yall don't like robotxhuman action. Or think it's weird… you had been warned.

And quite honestly, this is my attempt to experiment with different forms of smut, as dirty as that sounds. So please, review, I do enjoy getting reviews and reading them, and if you decide to criticize this, do so in a constructive way. Anyway. Thank you for reading! I hope you enjoyed it at least somewhat, and look forward to an update from me soon~


	2. Chapter 2

Morning came too soon for Chell. Her alarm blared in her ear, causing her to wake up from what small slumber she had had. Even though she had gone to bed early, she still received only four good hours of sleep. She yawned and stretched in her bed, noting that Wheatley was not there next to her and that she was covered by the bed sheets. She smiled to herself; Wheatley must've covered her up while she was sleeping. She pulled the covers off and got up, slamming the button on her alarm to make it stop screaming that it was time for her to wake up.

As she undressed, rustling noises could be heard from the kitchen; Wheatley most likely was preparing her breakfast. Another smile found its way to Chell's face. She remembered the day he first tried to use a kitchen.

It was disastrous and he had nearly set the place ablaze trying to prepare something as simple as eggs for her. She remembered insisting that she could cook her own breakfast since she would be the only one eating it. Wheatley had become very flustered and argued that he should at least do SOMETHING for her.

She smiled sadly. Didn't he know how much he already did for her?

She never expected anyone, much less a machine care for what she had to say or do. Even when she was younger and still had a voice no one listened. They ignored her completely; but not him. He took the time to care for her and make sure all was well.

Chell finished undressing and stepped into her bathroom for a shower. The water was icy cold when it first sprayed out, causing her skin to prickle.

Wheatley was different from anyone she had ever met. Sure, he could be scatter-brained and eccentric at times, but that was what made him Wheatley.

When she first awoke from her stasis at the facility, she was terrified and alone. But she heard his voice calling her, looking for her, needing _her._ He didn't abandon her when he found she couldn't talk, rather he called her his "last hope." They traveled around the laboratory together, looking for a way to escape. All the while he stayed with her the best he could; he had been attached to the rail system at that point, and had to leave her a few times, but always promised he would return. She followed him unquestioningly. He did not disappoint her. He had somehow managed to have a conversation with her, not even put off by her lack of speech. It had been a long time since someone had spoken to her like that.

When they had both awakened GLaDOS, Chell had almost thought he had betrayed her, but he looked as frightened as she had been, and tried to shut her down.

It was when she watched his tiny body be crushed so coldly and indifferently that she felt herself break down for the first time. Rage, sorrow, fear and pain welled up inside of her like never before. She barely had the strength to go on. But had to, because of him. She decided to kill for him; she would avenge his death.

That was the first time in her life she had ever experienced emotions like that. But when Wheatley found her, risking his life once more for her, she felt so much relief that she almost passed out. Battered and beaten, he found her. He urged her on, promising he would plan their escape and that they would meet again. All throughout her testing, Chell would catch glimpses of him watching her, checking up on her and always pointing her in the right path. But he fulfilled that promise, and he led her to an escape, somehow his "moronic" mind had come up with it.

She recalled being so proud and happy that she had reached up to him from his railway and hugged him in a tight embrace, tears leaking down her face. Seeing him, hearing his voice, just being with him; the fact that her life was in mortal danger was put aside at that moment because they had been reunited. To her, it was the first time she had ever loved anything or anyone.

As the water began to warm, Chell smiled. It was odd, her attraction to Wheatley. Not in a million years would she ever have guessed she'd fall in love with a machine. Not even in a billion would she have expected the feeling to be reciprocated. Wheatley had somehow fallen in love with her. She almost wondered to herself what others would think, but remembered there were no "others." Not even before she was introduced to Aperature Science. Not even Wheatley seemed put off by their strange relationship, even though he himself was a machine. She had noticed, however, he had some confidence issues about it. That troubled her a bit. She did not want him to doubt himself, or be in any pain because of her.

She thought back to when she played the part in his corruption. At that point, she just wanted GLaDOS to be taken down. She had no idea that Wheatley would be affected like that. When Wheatley snapped, her heart broke. Somehow his affections turned to malice and casual indifference. He even tried to kill her several times. Her heart had broken and she thought she would too. The only thing in this world to have paid her any attention was now her enemy. Something she would have to destroy. The guilt that it was mostly her fault he had turned against her hurt all the more.

But she had seen it; a small glimmer of hope. Somehow, just barely, she could see the old Wheatley in there screaming he was sorry. Though his speech and actions suggested otherwise, the realization hit her that he could not control himself, and was in eternal turmoil with himself for hurting her. It gave her strength; strength to face him and fight him, and the strength to pull him back from space.

GLaDOS had screamed at her that she was going to kill the personality core, who at that time, had regained himself and could only moan his apologies quietly from her tight embrace. She had let him go once, there was no way she would let GLaDOS take him away from her. Somehow she had managed to convince the supercomputer to let her leave with Wheatley. She performed another miracle as GLaDOS let them leave with a robotic skeleton similar to one of the co-operative robot's. Chell had made sure Wheatley would get his freedom.

They had left the facility together, Chell had gotten a couple of jobs, and she afforded them both a new home. All the while with Wheatley apologizing and wanting to help her in any way possible. It flattered her immensely, his devotion to her.

She had done all those things thinking of Wheatley, hoping it would be a place for both of them to live together in happiness. Just being with Wheatley made her happy, though she always noticed his misery when she was around. It hurt, but he never said anything; she was too afraid to bring it up to him.

She sighed and slid down in the bathtub, turning off the water and sitting with her legs relaxed in front of her. She would sit for a little bit; she was still tired from the previous night.

She glanced between her legs and blushed. Her almost first time with Wheatley popped up into her mind. She never knew her body could have felt or responded to a touch like that. But Wheatley was the one who gave her such pleasure. He had been tender and loving to her; it was a shame it ended the way it did. All that she was in pain over was not the blood he had accidentally spilled from her, but the drop in his confidence she knew would happen. Wheatley had tried his best; he knew that she wanted it, and in response made an attempt to have sex with her. Since that night he had not spoken about it, and tried to avoid it whenever possible.

But her neighbor made it impossible for him. Nearly every night he was above them having deafeningly loud sex. It drove her crazy; she wanted to be with Wheatley like that too, but she subdued the thought. Wheatley always became silent during the noise, like he was trying to figure out what to say so there wouldn't be any awkwardness for them. It hurt her somewhat; she wanted to be with him physically, and felt as though he felt nearly the same, but he was terrified to try again. Chell wondered for a moment if it was even possible for a machine to even become sexually aroused. Especially toward a human woman who had not even had a single experience in the sexual domain.

She sighed. She was so tired; the same neighbor kept her up last night and she never got her required sleep. Her eyelids drooped. At this rate, she would be late for work…

…

"Chell?" a voice called out with concern.

Chell's eyes snapped open and she shot up, still in the bathtub. Startled, she looked around wildly, only to find Wheatley at her side, looking away from her and patting her arm gently.

Chell smiled. Oh how she loved this man. She took his hand, and interlocked her fingers with his metallic ones.

"Um…" Wheatley began. "You fell asleep again…Are you sure you want to go to work today? You can always call them and get the day off, you know…" He said it all while not looking at Chell.

She realized she was naked and he was averting his eyes to be kind. She knew he was being considerate, but he had seen her naked before, why was it bothering him now? Chell stood up and got out of the bathtub.

"Chell? Work?" Wheatley offered, slightly more flustered than before.

Something akin to boldness took hold of Chell. Maybe today she would take the day off. It was going to be a slow day anyway, and they probably wouldn't need her. Today she wanted to be with Wheatley.

Chell stepped out of her bathroom, still bare, and found her way to their shared laptop. After writing a quick note to her workplace and emailing it, she looked back to the bathroom, which Wheatley still had not emerged from. Was he embarrassed? She strode back to the bathroom entrance and found him there, looking confused. Their eyes met briefly before his trailed over her body. He abruptly looked away.

"Did-did you tell them you were not coming in?" Wheatley asked, nervousness causing him to shake.

Chell smiled as she approached him. As she wrapped her arms around him, she felt him jump.

"C-chell? U-um, do you want to go back to bed? You must be tired since-"

Chell didn't let him finish. She spun him around and kissed him above his optic. She rewrapped her arms around his frigid core and held him there.

Wheatley let out a small gasp. Clearly he had not expected her to do something like that. He wrapped his arms around her and tightly embraced her. "I love you…" he whispered softly.

Chell sighed happily in response. Her cup was full, and she felt she could stay like that forever.

Wheatley seemed to remember her nakedness and let the embrace go.

"Um, I made you some breakfast, if you want to dress and come have some soon…" He turned to leave, still not looking at her.

Chell grabbed him by his core and spun him around again, this time just to face her. His optic widened and began to erratically look around at everything else in the room.

"C-chell? I don't understand what you're doing…" He whined quietly.

Yes he did. Chell removed her hands and reached for his.

His optic spun and watched her in shock and suspense as she placed each one on her breasts. This would hopefully convey to him what she wanted. His optic conveyed that he did to Chell. He looked up at her with a mix of acknowledgement and sadness.

"Chell…"He whispered. "Only with you…but I don't want to hurt you again…" His hands unconsciously tightened on her breasts, sending shivers through her body. He seemed to notice and looked at her.

It would be okay. Chell kissed him again. She released his hands, which stayed there a moment before leaving their positions. At first she thought he would walk away, but he grabbed her hand and led her back to her bedroom.

She sat down on the bed as Wheatley stood in front of her.

"You're so beautiful…"

She barely heard him say it, he spoke so softly. He gently pushed on her shoulders, causing her to fall back on the bed. She felt his cold hands on her thighs, rubbing them and causing her to shudder with anticipation.

He sat down next to her and then leaned back, turning to face her.

"Chell…I want to…very much…but can we just be together for today? I'm so afraid…I'll hurt you again…" Wheatley struggled to find the right words, but his genuine appeal struck at Chell's heart. She rolled over to face him, and smiling, took ahold of his hand yet again. Immediately Wheatley relaxed, and he caressed her face with his free hand. "For now, just sleep."

Chell nodded and yawned. She closed her eyes and felt Wheatley move in closer as well as cover them with blankets. She smiled broadly and squeezed his robotic hand, letting him know that she wanted him there with her. Wheatley complied and watched her fall asleep.

…

While every thought in his body was to immediately jump her and make love to her right then and there, Wheatley realized it wouldn't be fair of him to do so. She needed to experience her first time with a human, not him, a machine. While he felt guilty for not looking at her in the beginning, her naked body drove him insane. He had wanted to touch and feel every inch of her right then, but suppressed his desires. And yet she had still fought him, almost unleashing his lust onto her. He had almost given in, as he led her to her bed, he had every intention of taking her. But he saw her tiredness, her exhaustion, and couldn't bring himself to follow through.

As he watched her sleep soundly by his side, a part of him ached. He needed to be human for her. He had to go back to Aperature science. He had to somehow come back alive and in human form. And he had to do it all without Chell noticing or knowing what he was up to.

He made an attempt to get up and leave, but found Chell's grip was still applied to his hand. He sighed defeatedly. Even though the one he loved was naked in front of him feeding his addiction to her, he could not leave. Did she know what she was risking, being defenseless in front of him? But he would stay, and be there for her when she would wake up.

He activated his power save and fell asleep next to her.

**A/N: holy crap, was NOT expecting that kind of turnout for this fic. I was about to mark it complete and be done with it ( I got backed into a literary corner), but then so many people reviewed that I couldn't shelf this story. I hope you'll be patient with me as I write Chell's character. I know it had no plot at this point, but I thought it'd be interesting to let you kids see how Chell views their relationship. Tee-hee, not much smut this time around. Maybe check back next chapter…?**

**Anyway, I'll do my best to update and make it interesting, but I have work and finals coming up, so please be patient with me. Thanks for reading! I hope you enjoyed~**

**(Also, it's 4:00 AM right now. I can hardly spell check, let alone focus on my monitor for more than thrity seconds. Go easy on the spelling and sentence structure criticisms, yo.)**


	3. Chapter 3

**A/N: WARNING: contains no smut. If that's what you're looking for, too bad.**

Wheatley wanted to scream.

_They_ were doing it again. Fucking loud and hard. Wheatley couldn't ignore them now; Chell was still in his arms. When they had first started, Wheatley's power save had stopped and he made to leave. But she had grabbed him and held him in a tight embrace, refusing to let him ignore her anymore. Chell stared deeply into his optic with a desire so intense it nearly terrified him. Wheatley had no idea of the female human sex drive, but felt as though he had been about to. They seemed to have propelled her hormonal state forward, granting her more desire than usual. Or was it the frustration that made her spark so full of lust for him? It was driving him insane, and he knew he was about to do something he would regret.

But suddenly, the sounds from upstairs stopped. Chell and Wheatley glanced upwards, surprised the noise had stopped so abruptly. Then there came a scream, and several crashes, followed by angry shouting. Wheatley glanced at Chell; she was terrified and Wheatley softened. He wrapped his metal limbs around her, and whispered that everything would be ok.

The sounds of heavy footsteps were heard after a while, followed by the sound of a slamming door. More footsteps slammed into the pavement floor and with distance faded into silence. Glancing again at Chell, Wheatley found her to be already falling back asleep; he was thankful for that and waited for her to be fully so before gently slipping out of her arms.

…

It was barely two hours later when Chell emerged from her room, dressed and ready to go to work. She sat down and Wheatley brought over her breakfast. (He always wondered if it tasted any good, and if it didn't, how did she manage to eat such filth?) She gave him a small smile and nod before beginning to eat. But to Wheatley, she looked absolutely foreign. She looked tired and older; dark circles were under her eyes, her body shook and shivered, and her face had regained a pale color close to when she had first awakened from stasis. She had lost weight and looked unhealthy. Any semblance to the Chell he had teamed up with back at Aperture was gone, replaced by barely a ghost of her. He was overwhelmed with pity and a sense of self-loathing. She was doing it for him. She was slowly killing herself so that he could live off of her. Not only was her physical state at risk but her emotional one. Guilt wracked his Body, but he said nothing and looked away, too scared to say anything to her.

As Chell left for her first job, Wheatley hugged her so suddenly and with such passion that it scared her.

"I love you Chell. I'm sorry I can't do more for you…" He whispered into her. She kissed him on top of his core body and gave him a pained smile—one he figured was supposed to be reassuring, but in her state could not manage it. She walked out the door and Wheatley was left alone.

…

It was now or never. Besides Chell, there was nothing he ever wanted more in his existence. He wrote her a quick note and put it on the desktop of her computer. He had no inkling if he would be back before Chell got off of work. Hell, he didn't know if he'd be back at all. But he wanted her to know he would be gone for some time and would be back as soon as he could.

Wheatley approached the front door nervously. He had never left the apartment since he had first arrived, smuggled in by Chell. Chell was not here, and he was terrified for what lay beyond the entrance. He knew there was nothing he could do to disguise himself; none of Chell's few articles of clothing would fit around his bulky metallic frame. Luckily, it was still morning, which meant if he was quick, he would be out of the city by daybreak; his appearance hidden by the sunless sky until he would be safely out.

His core gave a heave, emulating a human sigh. Slowly he reached a robotic hand to the door knob and twisted. With a soft clack, the door opened, revealing a hallway dimly lit in the dirty lighting. Wheatley glanced around nervously, just in case there was anyone outside watching. Soft as a sound, he stepped out of the threshold and glanced around.

To his right, he saw a path that led out to the main area of the complex. To his left, he saw stairs that led upstairs. He clenched his cold fists and started towards the stairs. Before he would leave, there was someone he needed to have a word with.

…

It had been many hours later, and Wheatley was trekking down the familiar field of wheat to his destination. He had decided to go on foot rather than steal a car or any other transportation in fear he would be spotted, or tracked by the owners of said objects. He narrowed his optic at the plant he had been assumingly named after. How pathetic it was. His name was absolutely ridiculous—nearly as bad as "Intelligence Dampening Sphere." He softened. Chell told him she liked his name, and that she liked wheat. So was there really any problem?

No. Wheatley gave another human-like sigh. He was bitter at the moment. Terror and determination battled fiercely inside of him, threatening to rip him apart. He was afraid that as soon as he walked into the doors of Aperture Science he would be destroyed almost instantaneously and would never make it back to Chell. But wouldn't that be a good thing? Wouldn't she be able to move along with her life, settle down with a human male, and have a family? Wheatley clutched at his core, feeling pain.

No. She picked him; she was his. He would not give her up to anyone—even if they were human.

But even if he made it inside and was alive long enough to ask, no, _beg_ for what he needed, there was no chance She would listen, or care. And who was to say she wouldn't use him as a lure to get Chell back?

The door to the facility came upon him far too quickly. Of all places, the most advanced scientific research facility was hundreds of miles below him hidden only by a small run-down shed; this single door was the only entrance, the only exit. Wheatley knew what he had to do. His only defense would be knowing Her body as much as She did.

Figuratively swallowing all the terror he had in him, he opened the rusted door and stepped inside. The room was dingy and small, unkempt from the hundreds of years of neglect. The elevator was still there from when He and Chell had left. Nostalgia shook him. Those were simpler times when all they worried about was their freedom—not the struggles of day-to-day life, especially in Chell's case. Those were the days when Wheatley didn't think about the physical aspects of a relationship and they weren't the days when he would rip her insides in his pathetic attempt to love her.

He stepped onto the lift and activated it. The descent was slow and agonizing. Panic shot through every circuit in anticipation of what lay below, and he wondered vaguely in the back of his processor if this was a bad idea to be taking the direct approach.

He had no time to think on it. The elevator came to a stop in front of Her. There was no going back—do or die. He stepped forward to face Her.

GLaDOS's yellow optic rounded on him, contempt showing through. "So you're back. I didn't think even you would be this stupid. Are you here to let me destroy you? I've been waiting so long for such an occasion."

The panels on either side of Wheatley began to shift menacingly. He held his ground, unshaken, but terrified. "Just hear me out, before you kill me!" Wheatley almost shouted. "I need your help."

The panels stopped. Her large suspended body turned to face him. "This is going to be good." She mocked.

"Chell. It's…Chell. She needs help. She's hurt so badly-"

"Take her to a doctor." was her cold response. "If that was all you came here to tell me then I-"

Wheatley quickly cut her off, not wanting the conversation to get ugly. "It won't matter. They can't help her, and she doesn't have the funds to see one. And it's not exactly a physical dysfunction, though a part of it is."

"I don't see how that is my problem…" GLaDOS's optic turned away slightly.

Desperation seized Wheatley. "Admit it. You care about her. The Caroline in you does." GLaDOS's optic widened ever so slightly in masked surprise. Wheatley still managed to catch it. "Chell told me about her. She told me that because of it, you let her go, let _us_ go, and saved her from being sucked out into space."

"I deleted that unwanted parasite. Just as I am going to delete you, you moronic-"

"No, you didn't. You were based off of Caroline. Admit it; no matter how many times you've tried to delete her, she keeps coming back. Face it: she's a part of you, one that can never be deleted because it composes so much of you. You can't get rid of it any more than I can get rid of my…idiocy." Wheatley spoke.

There was silence. GLaDOS seemed to soften for a split second and then wheeled around on him. "And what makes you think I will be willing to help out my murderer, and almost murderer?"

"Caroline would do it for her. She allowed us freedom. And now you will do it because I know you can't fight anything Caroline wants."

Rage built up in GLaDOS. How dare a piece of hardware tell her about herself. This little core did not know who he was dealing with. As she made to crush him with a spiked plate, something stopped her and urged her to continue the conversation. "And what exactly does 'Caroline' want?"

"Give me a body." Wheatley responded, not skipping a beat. "With it, I can blend into human society, I can work, support her, love her-"

GLaDOS scoffed, as if it was possible. A dark sinister laugh escaped her speech unit."Love? What a terrible emotion. I thought you were a moron before, but this goes far beyond that. You're a halfwit, an imbecile, no I'm not even sure there IS a word to describe your lunacy. Did you really think that it was even possible for a machine—no I'm not going to finish that sentence. I refuse to even dignify it. I want to know why you would come back here having the gall to make requests. You're at my mercy. I can kill you at any time I want."

"I know you can. But you haven't, even though you've had ample time to make a move. Clearly there's something inside of you that is not letting you do so. It's Caroline. You and I both know it." Wheatley grated.

GLaDOS glared. The moron was right. GLaDOS immediately deleted Caroline, only to have it spring back to life in her circuits and left her resolve somewhat drained.

"What makes you think I even have a body lying around? You already have one, what's wrong with it?" Her words shook with frustration at herself.

"It's a robotic shell. I need something that makes me look human."

"You want to BE human? Of all the asinine-"

"I don't care if I am human or not! As long as I look like one, what's the difference?"

If it was at all possible, GLaDOS smirked. "Indeed..."

Wheatley appealed to her once more. "Please…Please help me to help her… Don't think of it as doing me a favor—it's her this is for. Can't you understand that?"

For once, GLaDOS felt something stir inside of her. However, she pushed it away abruptly before she had time to identify what it was. "I'll tell you what…" She began slowly, calculatingly. "I'll do it. Only because I want to see you fail. I want to see you mess up so bad that neither she nor you can be fixed. I want to see you come back, completely crushed in spirit, begging me to end your miserable existence." She nodded to herself. "That would be such a nice fitting end. I've seen humans destroy themselves over such a pathetic emotion, honestly, it's so satisfying, and I think it has a better effect than the testing Euphoria."

Wheatley fought back the urge to scream and argue. He did not need to make waves at this point. Not when he was so close. "When can I get my body?" He asked.

GLaDOS opened several panels on the wall revealing a pathway. "Right now."

Wheatley hesitated before entering the hallway that was made. As he followed it down, he shuddered. GLaDOS had prepared this all too easily. What if there was nothing but death awaiting him in the next room?

To his great relief, there was not. Instead, a body lay unresponsive on an operating table. It was a male human body; gangly limbs and auburn colored hair, drooling and looking half-dead. Wheatley blinked. Was this to be him? As far as he could tell, this was not the picture of human male attractiveness.

Before Wheatley could ask, GLaDOS cut in.

"I had been saving this for the Cooperative Testing Initiative Units, at least, before you came in. I hope you find it to your liking, because this is all I will offer you."

So there was no alternative, no going back. "H-how will this work?"

"I made some cybernetic enhancements on the brain. It will do nothing for your intelligence, I'm afraid, but it will help transferring your useless computerized self on there. Even though there isn't much data needing to be moved."

Wheatley flinched. He was getting tired of her cutting comments. "How long will it take?" he asked, staring down at the body with mild repulsion, reminding himself it was all for Chell.

"Maybe a day, maybe a week. It all depends on how I feel. Oh, and don't think you'll be getting this body for nothing. I put in a lot of work," She added dramatically. "And I will need some form of reimbursement."

Metal cords and wires from the ceiling slithered downwards, attaching themselves to the body's neck base and Wheatley's core's backside rather forcefully. Wheatley flinched in pain. The connection sent a wave of shock through his body which was incredibly unpleasant.

"When you wake up, be ready to run some…simple tests for me."

Wheatley could hear a generator somewhere start operating. He nodded, and glanced back up at the ceiling, feeling the eminent procedure on him. "Will this hurt?"

"_Unimaginably so."_

As the process began, Wheatley let out a scream of excruciating pain, and then fell into darkness.

**A/N: I feel so bad for not updating. Really I do. After I saw all of the comments, I hurt. I would have gotten this sooner, but I had to struggle to make the confrontation with GLaDOS believable. It probably isn't, but apply emotions and inner turmoil and a dash of Caroline, and it just might work out. If the majority cannot find it believable, I'll take it back and make it more so. Somehow. **

**Also, classes with finals kept me from writing, and a kindly Anonymous sent me a link to the portal kink website. *nosebleed* hehehehe… and then there was the portal RP here on this site. Ugh…I don't… I can't… *shudders visibly* head over there if you want to see true tragedy.**

**Ok! Enough of the idle author note. I do love getting y'alls reviews, I wish I could respond, but every time I do, I look like a creeper, so just know that I appreciate all the support, IMMEASURABLE patience, alerts, favs, etc. YOU guys made sure I worked on the next chapter. So thank you for the inspiration~**

**(and I'm sorry there was no smut. Probably won't be for a few more chapters, just so you know.)**


	4. Chapter 4

There were times when Chell wished the world would just stop.

Stop moving so fast.

Stop trying to force her.

Stop making so many demands.

Stop letting her body weaken and destroy itself.

Stop killing her relationship with the only thing she ever cared about.

Please. Just stop.

Chell awoke from an uneasy sleep to the sounds of Wheatley cooking her food in the kitchen. Though she was happy at the thought of him making her food every morning, she usually had no appetite that early. Not that she would ever tell him that. She was personally touched by his effort, even if the food he made wasn't exactly the greatest, and would thusly try to shove as much down as she could.

She dragged herself out of bed and undressed. She had to leave for work soon, and threw her uniform on, noticing it seemed baggier than usual.

Curiously, Chell stood in front of her mirror. So it was true. She had lost weight. And color. And a bit of her glow.

Since when had it gotten like that?

She thought hard about it. Certainly, she didn't have the greatest eating habits, which were essentially nonexistent with how little she really ate. Sure, sometimes she was stressed; was that also contributing to her sad state? The lack of sleep? More than likely, that was the exact reason.

Chell shook her head, ridding herself of the reasons why she could not get a better night's sleep. It was always the same, no matter what. Her neighbor. His incessant fucking. Every night, without fail, she'd hear his carnal pleasures—both his and his chosen woman company. She was disgusted at them for having no shame, and disgusted at herself for wanting to be in the woman's shoes with Wheatley. She continued to get ready for her work, and finally emerged from her room to greet Wheatley in the kitchen.

…

That morning something had seemed odd with Wheatley. He had stared at her constantly, and when she tried to meet his optic, he would turn away suddenly. Why? Was there something wrong with her? Or was he noticing her lack of good health like she had done merely moments before? Even if he was a mechanical sphere attached to a robotic frame, she could see there was something eating away at him. He had worn his same worried expression, and had tried so desperately to hide it. But Chell could see through it. Even still, she never risked asking him what was wrong. She was too terrified to hear that the answer might've been because of her.

His hug that morning had scared her so badly; he hadn't looked her in the eye the entire morning, but suddenly, he had clung to her with such intensity it seemed he thought he would lose her, or never see her again. And what he said after he finally let go, it sent shivers down her spine. It gave her a terrible sense of foreboding, like he would leave her.

So she had tried to smile. She tried to make her smile reassuring, like everything was ok, but she knew neither of them believed it. Wheatley could see through her just as she could see through him.

So she left rather than confront the air of awkwardness between them.

Since when had it become so strained between them? Chell had wondered about that for some time. She could only think back to the time when they had tried to have sex. So then…was this because of her? She had bled a fair amount; did that maybe disturb him enough to want to not touch her again? She then recalled the second time they had tried—which was initiated by her, not that they had gotten very far. Wheatley had told her he just wanted to be with her that day. Nothing more. She had been fine with it then, but now…she was starting to get the feeling it was because he felt no desire for her anymore. But she pushed the thought aside. That wouldn't matter to Wheatley.

Her heart burned with anxiety; she wanted to see Wheatley right now. But it was an impossible task, she was at work, running around and doing random chores for her coworkers; she couldn't leave now. She couldn't even take a break at this point; her employers were not at all understanding of her sudden request for the day off a few mornings ago, and offered her no rest.

It just made her want to break down and cry. But that was something she didn't want Wheatley to see. And she would not display such emotion at her workplace.

And though it was ridiculous of her to want it, she wished for the closeness that the man above them shared with all of his guests. Maybe if they had that kind of physical aspect in their lives, the relationship wouldn't be so awkward.

At times, she would fantasize about Wheatley becoming human. She would imagine the feel of his hands on her breasts, his sweat-covered body encompassing her as he thrust into her, their bodies intertwined in the throes of passionate love-making. The thought alone was enough to set her over the edge.

But she had to come to terms with the reality. Wheatley was not human, and she loved him for who he was, not for his ability to physically please her.

And yet, there was still a twinge of sadness; she and Wheatley would never be able to have that kind of closeness that other couples had.

Even though they deserved it far more than others…

…

Chell finally got off work several hours later. She left in a hurry glad to be going home.

Her back ached, her legs felt like lead, she was starving, and all she wanted to do was go back to her shabby little apartment and have Wheatley hold her. Maybe she would even try to find out why he had suddenly become so distant. The thought of seeing him made her heart skip happily in her chest.

As she strode down the pavement towards her apartment, suddenly she noticed something there that shouldn't have been.

Flashing lights. Police cars.

Her blood ran cold and her breath hitched in her chest.

What if—? No. It couldn't be.

They did not find Wheatley in her apartment; there was no reason for them to.

Chell's mind spun into hyper drive as it conjured various horrible scenarios of Wheatley being captured, shut off, dissected, destroyed.

No. It was nothing. She needed to remain calm. There was no way anyone even knew he was there. She just needed to be nonchalant, open her apartment door, go inside, and relax.

The police, who were hurrying around and talking to various people, were not surrounding her room, much to Chell's relief. They weren't even near her place, and so her mind was set at ease. Nothing to worry about, though she might want to tell Wheatley about the chaos.

As she approached the door to her apartment, she noticed a small group of some of the other residents huddled together talking. Chell made to ignore them and proceed into her room when she caught wind of a bit of their gossip.

"…yes, the man who always has all the women…"

"…by a metal man…?"

Chell's heart leapt up into her throat. She stopped cold and turned slightly, wanting to catch more.

"Yes, a metal man. Can you believe it?"

"There's no way. He must've been off his rocker."

"Well, that's what I heard. The man was just sitting in his room, when he heard his doorbell ring. Then he answered the door, saw the metal man, and tried to run."

Chell edged her way closer, not daring to breathe. No way, it couldn't have been…?

"But then he was attacked, and one of his lovers found him unconscious this afternoon. She called the police, and they've been here ever since."

"But a metal man…? Surely you don't expect us to believe such—"

"That's merely what I heard him screaming about when the paramedics took him away. He's nuts."

"Probably all the sex; took away his ability to think."

"More than likely, but here's what I think really happened—"

Chell turned away, too shocked to want to hear more. Wheatley attacked the man upstairs? She felt panic and anger rise in her. That idiot! He was going to get himself killed!

She absent-mindedly tried to reach for the door, but stopped as she felt a hand on her shoulder. Alarmed, she wheeled around.

"Take it easy!" two policemen were standing in front of Chell. While neither seemed angry , they had stern looks, and towered over her threateningly. "We just want to ask you some questions."

Chell looked at one to the other, trying to hide her terror, and nodded.

As she was escorted away, she took a last look at her apartment door, desperately hoping that Wheatley was there and not at all about to come out and find her.

…

Thoroughly exhausted, Chell finally opened her door and slipped inside. Throwing off her shoes carelessly, she dragged herself to the chair Wheatley usually sat in and plopped down. She heaved a great sigh, closed her eyes, and sat in silence for a while.

Silence?

Her eyes shot open and she flung herself from the chair.

Where was Wheatley?

Adrenaline shot through her system as she realized that he wasn't there. Dreading the inevitable, she ran through the rooms looking for the blue-optic'd core.

He wasn't there.

She didn't know what to do. How could she find him? Where had he gone? Why had he attacked the man who lived above them? Did he realize he risked his secrecy for such a feat?

Chell began to shake. Unanswerable questions swarmed her head and a flurry of emotions fought inside of her.

Wobbling, she made to clam herself and get up. As she did, her eyes caught sight of her laptop, sitting on her nightstand conspicuously. Chell grabbed for the computer, and ripped open the device. Furiously, she rubbed the mouse pad, praying that there was some hint for Wheatley's absence. She hoped since it had moved from the living room to her room, Wheatley had done so and perhaps left a clue to where he had gone.

The screen lit up, and Chell's eyes immediately began scanning everything on the desktop anxiously.

Her eyes stopped on a suspicious-looking file labeled "Chell."

She steeled her nerves and opened the document.

It was a letter…

From Wheatley…

_Chell_

_I know this may seem foolish, and moronic, and even selfish, but I had to leave. I feel there's a tension between us that has gone unchecked. I feel that I may hold the blame for this, because I'm not human like you._

_I'm sorry Chell._

_Sorry that I can't do more for you._

_Sorry that I can't love you like any other man on this planet._

_Sorry that I can't give you pleasure you deserve._

_I'm sorry._

_But I think I found the solution._

_So I have to go and get it. I have no idea when I'll get back._

_I'm not even sure if I even will make it back._

_But know that I love you so much._

_I'll do what it takes to make you happy._

_Don't go looking for me. Just…_

_Take care of yourself._

_I love you. _

Chell fought back tears and a soundless sob.

A "solution?" what did that even mean?

Chell sat, staring at the screen, rereading the note again and again.

Finally, tears began to fall down her cheeks as the message finally sunk in fully. Too many emotions surged through and sapped her remaining strength. A part of her was furious that he would just leave like that, another was hurt—so all this time, he wouldn't touch her because he wasn't human? Still another part of her was touched that he had been so worried about their relationship—so she wasn't the only one. But what did he mean by "solution?"

She heard the wind pick up against the outside walls. Chell got up from the floor, clutching the laptop desperately, and sat on her bed. It was so quiet without Wheatley around to fill the silence.

Didn't he know she didn't care that he wasn't human? She loved him no matter what he looked like.

A part of her knew where he had gone. But she shook it away. He wouldn't. Not after all they did to escape. Or would he?

Chell wiped away the tears obscuring her vision. Slowly she made up her mind.

She would put her trust in Wheatley.

He would come back.

He had before.

When GLaDOS crushed his tiny body and threw him away, Chell thought he was gone.

But he had come back.

So she just needed to trust him.

Chell lay down, not bothering to undress and change into her night clothes. She was so tired from everything.

Her eyes were shut before she could think another thing.

…

The days went by, and Chell became increasingly worried he wasn't going to come back. But she fought with herself, burying the doubt within herself, chalking it up to being so used to coming home and finding Wheatley there waiting, eager to talk to her, or hold her as she slept, or cook her food, or just be in the same room as her. She never realized how truly comforting it had been for her until he was gone.

While she had been questioned by officers about her neighbor's assault case, and had told them she was not present at the time, the officers continued to stop by and ask her anything they felt might have had a connection to the injured man. It was long-winded and tiring. But they would eventually leave, not that it set Chell at any more ease. She hated talking with them. She felt as though they had been about to rip her apart metaphorically.

Time went on, though, and she continued her schedule as usual. She went to work, came home, paid bills, slept. She would wake up sometimes in the middle of the night, sobbing, desperately wishing for his return. But then morning would come and she would not only have to leave for work, but leave her feelings behind so she could focus on her job.

Every day, she would become conflicted with different emotions:

Rage: he left her. Selfishly, he left her to fend for herself while he was out gallivanting around to who-knows-where.

Doubt: He wasn't going to come back. He was finally free of her, so why should he?

Pain: He must have left with a part of her that day. An important part. The hole it left hurt so much.

Longing: She missed him. She wanted to feel the metallic smoothness of his arms as he held her in a loving embrace. She wanted to listen to his voice as he talked for both of them, weaving entertaining stories that may or may not have even been true. She wanted to see his blue optic as she would listen to him talk.

After a while, her feelings were replaced by a dull ache that took over. It was all Chell could do to keep her cool at work, to act as if nothing was bothering her. Chell at least wasn't waking up in the middle of the night crying anymore, if only for the fact that she had no tears left to shed. No matter what she did, her thoughts always drifted back to Wheatley. It made the dullness actually hurt.

Seized with numbness, Chell laid in bed one hot afternoon staring at the ceiling. She finally had the day off from work. And yet she had no desire to do anything special with it. She couldn't even bring herself to sleep—her head was crammed full of Wheatley, and everything she thought about always brought her back to him. She longed to fall into oblivion.

Suddenly there came a knock at her apartment door.

She ignored it; she didn't want to see anyone or anything at this point.

But it continued, more aggressively and desperate the longer she ignored it.

Finally, tired of hearing the incessant knocking, and gathering the strength to get out of her bed, Chell made her way to the door. Whoever they were seemed to really want to get in touch with her. She hoped it wasn't the police from the man upstairs' case. It had been a while since they had found his unconscious body, and there should not have been any reason for them to stop back over.

She didn't bother checking the peephole to see who it was. She assumed it would be another officer, with questions about the neighbor's case.

The door swung open unassumingly, and Chell glanced up, surprised that a police officer was not occupying the space in front of her door.

Instead, a rather tall, pale-skinned man with messy auburn hair and square-framed glasses was there, staring down at her with an expression exuding affection.

She knew exactly who it was.

The tall man leaned down close to her, smiling gently.

His voice barely a whisper, he spoke.

"Hello, love."

**A/N: aaaaaaand scene. **

**Sorry about the long delay. I have no other excuse except for the portal kink meme thing. (URL is in my profile) so much awesomeness. Need inspiration of the portal variety? Then go there. And while you're there, check out page 5, at the very bottom. Do that one for me. Please. Do it. (please?)**

**Anyway. I keep saying this, but I'm still amazed by the reception this has gotten. 58 reviews, 6665 hits, 53 favs, 80 alerts, it's all so flattering, thank you so much for reviewing and favoriting and etc.**

**Well, I'm debating on which story to update next, and whether or not I should invest in a beta. So, until next time~**


	5. Chapter 5

Wheatley woke up to excruciating pain.

It coursed through his body, causing his eyes to snap open and his body writhe in agony. He hadn't a moment to reflect upon suddenly feeling fleshy when it hit him again. He began to flail his limbs, hoping to free himself from whatever it was that was causing him so much pain. His arms and legs were strapped down to a table, however, and another jolt of liquid agony shot through his system.

His mouth opened reflexively to scream, but no sound would come out.

"Hmm. That is an improvement." Indifferently Her voice drifted down into him. The jolts of pain ended and the holds on his limbs relinquished. "Just checking your nerve endings. I wanted to make sure you could feel pain. It's an important trait of a human, just so you know."

Wheatley curled up and finally finding his new voice, let out a pained groan. What was this…? His eyes scanned the room desperately, seeking a clue to remind him of where he was. All he saw was blurry but he found he could make out basic outlines. Out of the corner of his eye, he saw himself, or rather, what he had been.

His old core body dangled uselessly, suspended by several wires. The metallic structure that had acted as a rudimentary body lay in a heap on the floor, sparking somewhat. From what he could tell, his core was severely damaged; cracks lined the optic and the metal casing was nearly in two. He doubted it would ever work again—not that he would want to go back.

"I'm sure you have noticed by now you are no longer in your little metal ball-form, but now in a disgusting human one. Just as you planned."

Wheatley responded by letting out another groan as he rolled over and off the table. He hit the floor solidly, and felt the pain shoot down. He opened his mouth to speak, but found the words hard to make out; he babbled in a slur of incomprehensible mush. He could feel his vocal cords and the strange muscle in his mouth trying to work, but no coherent sound could be made. He took the opportunity to take inventory on his new form.

His arms—long and pale, clutched ineffectually at his sides. He tried to clench his fist, but found that his fingers merely splayed together in a pathetic kind of way and laid flat against his palm. With difficulty, he could move his arms around and reached up to pat his new face. The body was so much different from the metallic one he had previously inhabited. Controlling his new body parts was more complicated and required extra concentration from him.

Slowly, he began to work out how his fingers operated as he felt his eyes, his nose, his lips, and his ears—all which felt odd and disconcerting to him—just to make sure they were there. He reached up to the top of his head and felt his new hair, trying to remember through his foggy mind everything about human anatomy that he could and to make sure all parts were there and accounted for.

With a sudden realization, he struggled to push himself into a sitting position.

_Chell._

He needed to get back to her. Not knowing how much time had passed, and not having a way to ask, he began to panic. How long had he been gone?

"As much as I love watching you fail at using your limbs," GLaDOS's voice drifted down, dripping with sarcasm. "And not being able to speak—my favorite—I can't have you growing anxious. I'm not sure if that gross body of yours will be able to handle it. Its heart hasn't been used in a while, you understand."

Wheatley let out another stream of babble, to which GLaDOS scoffed at.

"Anyway, it's time for you to uphold your end of our little deal."

Still clouded with panic and various other new feelings he couldn't put a name to, Wheatley pieced together the conversation they had shared before he was transferred into the human.

Right. Testing.

Wheatley looked up and gestured to his eyes. Everything he saw was one big blur, so how would he be able to see what he was doing?

GLaDOS sighed dramatically. "I guess _I'll_ go and fetch the human's eyewear. Try not to wander off." She added mockingly.

Wheatley looked down to view the rest of his body. Just like Chell, he had a torso—though his was flat—a waist, hips, something strange between his grotesquely long legs…wait.

He glanced down vaguely at it. It was fleshy, limp, and tubular. He wracked his new brain and recollected male anatomy. Realization struck him as he recalled its purpose and name. He reached out to touch it, wanting to make sure the thing would work properly.

"Don't even think about it." Her voice filtered through and Wheatley stopped, feeling his face grow hot. "I will not have you defiling these walls with your revolting self-discovery. Here."

A panel on the wall next to Wheatley opened up revealing a stack of clothes, and what Wheatley noticed was a pair of glasses.

"Get dressed. We have work to do."

…

Luckily, Wheatley's new body had become fully awake, and he had been able to grasp the concept of walking in his new form faster than he had with his upper limbs. Dressing himself had also been relatively easy, apart from trying to get his long-fall boots on. And making sure the clothes were on correctly, and not backwards.

The hard part was the tests.

She told him they were meant to act as tutorial levels for new test subjects, and that they were incredibly easy and that he was a moron for not being able to solve them. Wheatley fought the urge to scream at Her, using the image of Chell to steal away his desirable actions. This was for her, and if he blew it, all of his actions were for naught.

Chell.

How his heart longed for her.

He had never had a heart in his existence and was worried about destroying his with all the pain memories of her were causing. He at once tried to ask GLaDOS what it was that was ailing him so, but he had yet to master the method of communication. Of all the similarities his old body and this one had, it was the voice that gave him the most trouble. She of course, had merely laughed at him—a long, mocking, digging laugh that sunk his morale.

Wheatley's eyes glazed over the new test he was set to do. The previous ones had not been easy, but this next one looked insane. It made Wheatley wonder how they were meant to be "tutorial" levels. His legs had been aching ever since he took his first steps—more than likely from disuse, and every other jump, sprint, and landing he took made it all the worse.

And She would never allow him a moment's rest. If he tried to sit down, the floor would suddenly spring to life and toss him to his feet. Or She would flood the room with the adrenal vapor She held so highly; the crash when the adrenaline stopped pumping through his veins would nearly cause him to pass out. But he never did—he was terrified of what She would do to him while he was asleep and he needed to get done as fast as he could.

"The cooperative testing initiative team was able to solve this one in approximately twenty-point-nineteen seconds. If you can beat their time, I'll let you have a break."

Like Hell, he thought bitterly. His legs screamed for him to stop, not at all having been ready for the physical exertion Wheatley had been pursuing for the last several hours.

The chamber used aerial faith plates and excursion funnels.

Wheatley prayed the long-fall boots he was wearing weren't defective and stepped off the ledge into the funnel.

…

Sleep was not as terrifying as he thought it was. It was just like his powersave function from when he was a core. Only with sleep, he couldn't control how long he was out for. This led him to wake up fairly violently and in great disorientation as he tried to surmise where he was and when he was.

He had finally completed another chamber—this one filled with thermal discouragement beams—and was allowed to sleep for an extended period of time determined by GLaDOS.

She had awoken him with an incredibly loud alarm, and he had been startled into existence, shaking with adrenaline. All new feelings.

Wheatley couldn't help but wonder sometimes if it was just her cruel way of making sure his body worked. When he ate for the first time, yes, every comment at his messy attempts at shoveling something into his mouth were sarcastic and biting, but there was an undercurrent of instructions. As she made fun of his inexperience she guided him—almost in a creepy motherly way. And his food had had several different flavors, sweet, sour, salty, and bitter.

The testing chambers also had different ways for him to move: some merely needed him to walk, others to crawl, jog, climb, jump, run, or land. Each one seemed to be different in the way they made him move or act.

He also noticed that on rare occasions when he would solve a test chamber well, she would deem him done for the day and feed him. But if he messed up on his test chambers, stumbling, dropping things, using too many portals, he would be back the next day, working on the same style of tests but each had a different answer than the previous ones.

It dawned on him that maybe he was being kept here not by punishment or by payback but rather until he assumed full control of his body.

He wondered if the adrenaline he felt now was also her way of monitoring his body.

That or she was just toying with him, waiting for him to slip up.

"Hm… heart rate has increased. It seems your body is quick to scare. I would watch that. Too much adrenaline and it will stop your heart." Her cold voice echoed off the sterile walls as Wheatley yawned and stretched, preparing himself for more of the chambers.

It was Caroline. It must have been. It was because of her voice that GLaDOS had yet to kill him. And perhaps it was her voice that led GLaDOS to be a bit kinder to him (not that she stopped her snide comments or anything) and allow him to leave very soon.

"It matters not. Continue testing."

…

"Really…? You're serious—not joking with me again…?" Wheatley's tired voice called out, reverberating off the walls of GLaDOS' chamber. He could speak now; finding his voice had been a lot harder than either wanted to admit.

"…" Her chassis writhed for a split second. "…no. You're free to go. You completed all of your tests and frankly I am tired of you being here. So leave."

"Oh." Wheatley was stunned silent and did not move, waiting for her to be pulling some kind of trick or smashing him with a mashy spikey plate.

Neither did anything in the awkward silence as the lift slowly descended down.

Wheatley's eyes widened in disbelief as he watched the lift set gently on the ground, waiting for him. It wasn't on fire, it wasn't rusted, it wasn't in disrepair—it was clean and waiting patiently.

"Thank you…"

"Go. Now. Before I crush you."

Wheatley slinked into the lift, still hoping she wasn't about to fool him. But he felt the lift begin to move as it carried him upwards.

"But seriously, thank you…" Wheatley called out softly as GLaDOS' yellow optic followed his movement.

"Take care of her." Came the softest sound Wheatley had ever heard the mad, powerful AI utter.

Before he had time to question it, he shot out of sight, barreling upwards through the realms of Aperture.

…

It had seemed like so long ago that he had crept out of his and Chell's apartment. It terrified him to think that maybe he had been in there for too long—that maybe Chell had declared him truant and she had moved on with her life and forgotten about him.

The thought scared him. Not that he would have gone through all this for nothing, but that she would have deemed him unworthy and tossed him aside.

He did deserve it, he thought bitterly as he trudged through the wheat field. He wondered what day it was and if Chell was working right then, or if she had eaten properly while he was gone.

Frowning, he continued to worry and fret, and broke into a jog.

Chell.

He needed to get there now.

Past the fields, the dirt roads, the cars zooming back and forth, the pavement, the shops, the darkened streets, the houses, the seas of people…

He found himself at the complex. Then at the passageway. Then the door.

He stared in disbelief at it.

Finally.

_Finally._

He knocked on the door. Desperately hoping she was home. Desperately she was still there, not forgetting him.

Panic filled his mind and he knocked again, more frantically and forcefully.

He waited, silently praying.

The click of the door.

The creak of it's opening.

And his panic immediately dissolved into relief and affection.

There she was, wide-eyed and shocked.

He smiled broadly, so happy to see her it nearly hurt.

He opened his mouth to greet her.

…

**How long does it take RisuQ to update her stories? **

**Too long. Seriously, I've gotten five chapters of this up in two months? (facepalm) I'm so sorry. **

**Actually, real life happened. I've been mourning, vacationing, D&Ding, writing essays, working…guh. **

**But finally I give you, Chapter 5. Enjoy it please.**

**(Big thanks to Sweetpinkrose, who volunteered to Beta for me. This chapter would have sucked big time without her help.)**


	6. Chapter 6

"Hello, Love."

Wheatley's face was even with hers. The whispered words seemed to have a deep impact on her.

He saw her eyes widen, and immediately she grasped his face, as if to make sure he was real. Her confusion was plastered greatly on her face—how had he become human? Her fingers trailed over his eyes, nose, lips, leaving pleasant sensations coursing through his body. He could _feel_ her for once, the touch of each finger, the warmth now clearer than ever before. He stared down at her and his smile vanished.

Tears threatened to spill out, and she abruptly let go of him and fell to her knees, shaking uncontrollably. Wheatley hurriedly followed after her, worry now consuming him.

"Chell…Chell?" he called her name, his voice thicker and more real than ever—not the electronic synthesized voice he would always emit. Chell choked back noiseless sobs and stood back up, Wheatley following her every move.

"Chell? Chell, I—" Wheatley was abruptly cut off by a fist connecting with his face in a manner most painful. He staggered backwards and fell over, shocked by the sudden display of aggression. He rubbed his cheek and peered up at her. Silent fury coursed through her features, and Wheatley at once began to think he would be killed by her (and to think he worried about what GLaDOS would do to him).

She dropped down to his level, and Wheatley flinched, not wanting to be hit again. "Chell! Listen! Don't—ah, I just…No! Wait, don't—Gaah!"

Chell reared back a clutched fist, ferocity and anger filled her eyes and posture. Wheatley huddled into a fetal position, waiting for the inevitable blows.

But they never came.

Instead, he felt her hands cup his face, and smash his lips against something soft, and—

He realized his eyes were closed. He opened them, and saw Chell's face very close to his. In an instant he found his lips attached to hers, and the most wonderful sensation was pulsing in his system. So this was a kiss…The feeling was pleasant and warm. Her skin was so soft—he knew this as a core, but to feel her now, with his senses well-developed as a human, it was pure bliss.

He wrapped his arms around Chell's small frame and pulled her closer protectively. Finally, _finally—_he could hold her like he always wanted. He didn't have to worry about the cold steely feeling his old body would give her; this one was warm and alive, just like hers.

He felt his chest tighten in pain; his lungs screamed for air as they continued to kiss.

They parted, and Chell looked at him with less anger than before. Instead, a sad smile set on her lips and her eyes brimmed with tears. They spilled and she brought her hands up over them, choking back more sobs that reverberated through her being.

Not missing a beat, Wheatley reached up and gingerly wiped away a few stray tears. Chin resting on her head, a hand rubbing circles on her back, Wheatley sought to give her as much comfort as possible. In response Chell gripped the fabric of his shirt tightly and buried her face into his chest.

"I'm here now, love…It's ok…" Wheatley cooed softly in her ear. "I'm sorry—I'm so sorry… I was gone for so long. Chell…I won't leave you again." In response she wrapped her arms around his frame and shook gently, still soundlessly crying. A few stray tears of his own leaked out, relief and happiness encasing his being.

It had been less than five minutes since they had been reunited, and already she had brought so many senses into his new human form. He could feel her like never before; her breathing, her skin, her tears, her warmth. It was all so much more real and meaningful than before. Never had he even dared to imagine the plethora of sensations and pleasure he would gain from becoming human.

They were still in the hallway, just outside of their apartment. Wheatley felt his face grow hot, a blush. He wanted to keep holding Chell like this, but he felt exposed—he didn't want others to see them, especially not Chell, now that she was emotionally releasing onto him.

He then noticed her grip had slackened a bit, and she relaxed. Wheatley caught her, and noticed she had fallen asleep. She was tired. So very tired. Dark circles were under her eyes, and she looked thinner than before. Wheatley frowned, and mentally slapped himself. He certainly did deserve that. It was his fault she had become so weak. His fault she had suffered while he was gone.

He picked her up, an arm wrapped under her knees, while the other under her back. He cradled her carefully before stepping into the apartment and shutting the door behind him.

No more would she be in pain. He would not allow it.

Never again.

…

Chell awoke groggily on her bed.

Oh. She must have fallen asleep. Slowly her thoughts began to collect and she recalled what she believed to have just transpired.

Tears brimmed in her eyes. A dream. Another useless dream! It had been too perfect to have been real. Of course, Wheatley wasn't human, and no amount of science or force in the world would change that. Her mind still tormented her with visions of Wheatley's return. Only this one had seemed so real…so vivid…

But it was still a dream. Nothing more. As she resigned herself to the fact that Wheatley was still gone, and most likely never coming back, she attempted to hoist her body up with her arms. She felt something hold her back steadily and with a panic, she reared her head back to see what it was.

Two bright blue eyes greeted her warmly. The man from her dreams was real and wrapped his arm around her torso. Which meant… It hadn't been a dream. Which meant…the human in front of her…

_Wheatley._

Her body twitched and she fell back, slipping off the bed and onto the floor.

"O-oi!" Wheatley tried in vain to catch her as she rolled away. He heard her body hit the floor lightly and he peeked over the edge, observing her staring back up at him as if he was a ghost.

Chell sat up immediately. Excitement coursed through her body, fueled by a bit of sleep and his tangibility. She became flustered, and with wild hand movements she glanced around the room anxiously, looking for something.

Wheatley stared down at her, thoroughly confused. He liked her reaction in the entranceway much better, but grinned goofily at her to see her in such a high energy state. "Love, You feeling ok?"

Chell's eyes landed on her laptop and she scrambled to her feet to clutch the machine. Upon opening it, she scrolled through her documents and found Wheatley's letter he had written her. Suddenly, it seemed as though she had remembered something and wheeled around to face Wheatley, a fierceness in expression showing that caused him to recoil in fear.

"L-love?" He squeaked out as he sat up.

She set the laptop on the night table next to the bed and glared up at Wheatley, who was now cowering and babbling apologies so fast she couldn't comprehend them.

She took a running start, and then flung herself onto him, kissing him passionately. Both were knocked back onto the bed and a very confused, surprised, and relieved Wheatley pulled her away abruptly.

"W-what…S-so then…" He frowned, frustrated for a moment, almost looking as if he couldn't quite get his mouth to work correctly. Chell smiled warmly, happy to be able to feel him present, and not burst out sobbing like she had done earlier. She got off of him and reached for her laptop, pointing at his letter accusingly.

Wheatley's eyes darted away and a light blush played on his features. "That was…I'm…" He faced her, sitting up to look into her eyes sincerely. "I went back."

Chell's face paled. She reached up and cupped his face, inspecting it as if to make sure he wasn't hurt. She released him after a steady long gaze into his eyes, probing his soul for answers.

She abruptly let go and began typing furiously on the laptop, no doubt jotting down every question that came to mind. She flung it at him when she was finished, a steady gaze of reproach lining her features.

Wheatley winced, gulped nervously, and began to read slowly. Her words were blunt, straightforward, and painful to read. Each sentence teemed with her unspoken grief and heartache. Terrible emotions he forged in his absence. A nervous sweat began to form on his body. She wanted answers, and there was no avoiding what was to come. When he was done, he took a breath of air.

"I went back to Aperture. To see Her." His eyes briefly met hers guiltily. "I knew it was risky. And that I might've never come back to you, but Chell, Love—I did it for you. And," He patted his chest. "I found the solution. I'm a _human_."

Chell's icy gaze did not change as she tapped the laptop, reminding him of her unanswered questions.

"I-I couldn't take you with me. It was something I had to do alone. If…If you had come along, and things had turned ugly…" He swallowed hard, tears filling his eyes. "I don't know what I would have done. I can't lose you." He stared up at her, her expression relaxed finally and she scooted close to him, allowing him to wrap his long limbs around her. "I'm so so sorry…" he whispered softly to her.

They stayed like that for a while, side by side, and Chell breathed in his scent. Sweat, musk, a bit of dirt, and something else she couldn't place—she loved it all. Even though she was so happy to have him back, a part of her couldn't lie; she was absolutely delighted that he was human. Now they could—

She shook off her dirty thoughts and tapped the screen, urging him to answer what was left.

He squeezed her gently and grinned, chin resting atop her head.

"_Well_, if you _really_ want to know about my adventures…"

…

It had been a few good hours before Wheatley was done recounting his experiences at Aperture. Completing tests, avoiding death narrowly, being human and all the sensations and feelings he could feel now—Chell listened to it all, mesmerized by his voice and newfound humanity. Just as he finished describing to her how gross finding out how humans rid themselves of waste firsthand had been, she had picked the laptop back up and typed a question into it.

Without looking up at him, she handed it back and blushed furiously. Wheatley accepted it and stared down curiously at the typed question. He was silent for a moment, and then, "Does _what_ work? I don't understand." He turned to look at Chell quizzically.

She met his gaze briefly before letting her eyes glance down to in between his legs. He followed her gaze and stopped at the only piece of him he had yet to work out for himself. "Oh. _Oh. THAT._" A blush found its way to his face this time, and he found himself unable to answer. "It-it should…I mean, I've used it for…getting rid of…well, the basic human function…I, uh, have not found the time to properly test it out quite yet…for the _other_ use." Wheatley stammered haphazardly, nervously hoping she wouldn't be put off by his lack of knowledge. He silently hoped the blasted thing worked and that he would be able to use it soon.

At his time in Aperture, he had been monitored by GLaDOS very carefully so that he could only perform the waste removal function of it. Although, he had found that whenever his thoughts had drifted to Chell, it would increase in volume and heat up. He would then have the strangest inclination to grab and stroke it. However, Her voice would always jar him out of it, either by startling him, or by moving the place where he stood/lay with moveable panels.

Wheatley glanced up at Chell, her expression marked with amusement and something else…need, perhaps? Whatever it was, it increased as she reached a hand out to touch his groin.

"Love?" Wheatley breathed, unable to take his eyes away from her fingers now gently caressing his member. He could feel the blood from his body rush to meet her curious hand and expand his member somewhat. He suppressed a moan as her fingers added pressure to their movements. It felt amazing and he could feel his body's libido jumpstart into action.

Chell's hand stilled and receded, disappointing Wheatley a bit.

"O-oh. Well, I guess it works then, hmm?" he breathed, reeling from the newest and arguably best feeling from his body. "So, would you—"

Chell cut him off abruptly with her lips. Still sitting on the bed, her body pressed against his in an incredibly heated contact. They broke apart and Chell put a finger to her lips, grinning wildly.

Wheatley tilted his head, but obeyed, keeping his mouth from making anymore sounds. His eyes watched her unwaveringly as her hands reached for the zipper on his jumpsuit.

Chell heard his breath catch as she began to unzip his uniform. She felt herself grow increasingly hot the farther the zipper descended down Wheatley's pale body. His body was turning her on, from the masculine voice, to the musky scent of his sweat, and his voice—_his voice_. She had listened to him recount the time he spent at Aperture with acute attention. Every inhale, every word spoken, every syllable; his voice was a smooth melody and it turned her on. It was good to know GLaDOS hadn't shorted him a body with faulty "responses." The way his member moved to her hand set her mind straight.

She needed him. Right now.

If not for all of her body forcing down the urge to rip his tattered jumpsuit off his body, she would have. Pausing slightly, she glanced up at Wheatley's face to watch his reaction.

His face was flushed and his eyes were locked on hers. From the way he was gripping the covers on the bed, she knew he was nervous. About what exactly, she did not know other than the slight possibility of him deluding himself into thinking she would not find his body attractive.

She did. More than she wanted him to know.

Soundlessly the zipper was pulled all the way down, giving Chell a peek at his hardening member. Her face flushed and she felt the heat travel down, pooling below her center. Gently she moved the jumpsuit off Wheatley's shoulders and gestured for him to stand up so it would fall completely off.

Chell stepped back and surveyed his body, never having seen a male body in person before. She marveled at his form; while he wasn't muscular, he wasn't puny either. Her eyes traveled down to his crotch to inspect the inevitable.

Oh.

It had suddenly grown bigger and larger, earning a deeper blush from Chell and more heat.

As Wheatley watched her, he became anxious. She was looking at him in a strange way: her eyes were intently focused on every part of him as if she was judging him silently, her brows were furrowed, and her face was incredibly red. What if this body was not to her liking? True, it was not the most attractive body in the world, but he was human now. Ready and willing, he was human now for her.

He was relieved however, to find that his appendage seemed to be exhibiting the correct reactions to himself standing in front of the woman he loved. Completely naked.

Her eyes finally centered on his, and he felt a groan try to escape him. He felt so good right now, and wanted her to touch him; he wanted to touch her. He walked over to her and captured her lips passionately.

"I want you…"a kiss on her chin. "So badly…" another deep kiss on her lips. "I've waited so long…" His tongue found its way into her mouth and explored freely, earning a breathless gasp from Chell.

He had waited, but she had waited longer.

Never having the company of other humans, male or female, never having the courage to self-explore, never having the chance to have love made to her by the man or machine she loved, the sexual tension had built up in her system for a long time. He had been gone far too long.

He was going to pay her back for all the time he was away.

With a silent growl, she pushed him onto the bed and straddled his hips, feeling his part press against her inner thigh. She groaned noiselessly and pressed hungrily into his mouth, wanting more from him.

He obliged, only parting for air or to let out the occasional gasp.

Their kisses deepened and became more desperate as the other fought for total control. For Wheatley, the sensations were incredible—he had never felt anything like it. Finally he was able to please her and get pleasure for himself. His hand slowly slid up her torso and under her shirt and undergarment to rest on one of her breasts. She paused her kiss only briefly before pressing harder, lungs screaming for air she didn't feel like wasting time to replenish. But he felt her sudden quirk in movement and began to massage the orb in his hand.

Finally she broke off the kiss and sat back, staring down at his naked torso and enjoying the hand playing with her chest.

"So…Do you…like it…?" Wheatley asked breathlessly, still massaging her breast. "The body…I mean…"

Chell smiled in response before taking his hand gently away. He face twisted with worry and confusion. She wanted him to stop? Was he not doing a decent job? Did she—

Wheatley's thoughts were interrupted by Chell quickly shedding her shirt and bra, displaying her breasts proudly in front of him.

A force he never knew he had shot through him and he gripped her as they rolled to the side. They came to a stop with Wheatley lying on top of Chell. His warm masculine body pressed against hers in such a delightful way. Both bodies began to breathe harder as their arousal continued to rise.

Chell stared up at him, half-lidded eyes stared down longingly at her, relishing the way sweat began to form on his face and body. He ground himself against her and groaned.

"I need you…"

Chell shivered in delight as he reached for her pants. As he undid the button his lips smashed into hers, hungrily wanting more from her. They broke apart so Wheatley could rip the pants down her legs and onto the floor. As soon as they were off, Wheatley gave her another kiss.

What really got him in their tangled mass of inevitable sex was the way she tasted. For an orifice made to chew nutrients and other materials inside before digestion, the sensation, the feel, it was amazing. He never expected it to have tasted that good. Suddenly it made sense to him why humans would want to spend so much time making out. He sighed into her mouth before deepening the kiss even more. Even if this was the only thing they were ever able to do ever again, he would be happy with it. He ended the kiss and pulled away; a string of saliva still connected the two as they panted heavily in ecstasy.

He breathed her name and gently scooted down her body, fingers trailing all the way. He was hard and needy; at least by now human instinct would allow him to know what exactly he needed to do for her.

He slid off the bed and onto the floor, kneeling. Chell sat up, wondering what he was going to do next when she felt his hands encompass her hips and slide her gently to the edge of the bed. She peered down at the man as he separated her legs and moved his head in closer.

She let out a startled gasp and an involuntary twitch of fear. What was he…?

"…didn't get a proper look last time…" She heard Wheatley mutter. He looked back up at her from between her legs. "Just lay back love, Let me take care of you." He slid her panties down and off, brow furrowing in what looked like concentration.

Chell quirked her head questioningly, the heat between her thighs building up fervently. Then she felt it.

His tongue.

Her breath hitched and her body immediately relaxed backwards onto the bed.

She felt him slide up and down, slowly, deliberately, tracing the folds that were now wet in readiness.

"Chell…you taste…" Wheatley breathed, giving a lick closer to the inside. "…so good…"

Chell shuddered on her back, loving the attention he was giving her undaunted by self-doubt, or depression. In the back of her mind, she wondered about Wheatley's new ability to taste. Her thoughts were abruptly cut off by his tongue flicking inside her, and one of his large hands massaging her clit.

She didn't know what sort of technique he used to get her body to squirm and gasp as it did, but it was working, and she wanted more as his tongue thrust deeper into her, exploring her insides. He pulled away from her suddenly, and for a moment Chell was terrified he wouldn't continue.

Wheatley licked his face, savoring the excess moisture that had come from inside her. He thought kissing was amazing, his mind was nearly blown away by this other taste—slightly sweet, bitter, and salty all rolled into one. He stole a glance at Chell's disappointed face and grinned.

"Hold on Love."

He stilled the hand that was still massaging her nub and brought it down, his index extending near her entrance.

This time.

This time he would not tear her with his hands.

This time he was going to make her feel utter ecstasy.

This time they were going to make love.

He slid his finger inside, relishing the way her fold encompassed his single digit in a tent of wet soft and warm walls. He heard her gasp and looked up at her, a look of rapture on her features. Wheatley took that as his cue and inserted another finger. And another. Slowly he began to thrust into her while the other hand gently rubbed her clit. He looked back up to see that Chell had stopped gripping the bed sheets in favor of her own breasts, which she was now massaging rather vigorously. Heat shot down into his hardened member, begging for release of some sort. Already hard and throbbing, clearly in no small amounts of pain.

He soon felt her walls twitch and seize up; it startled him briefly, his hand appeared to be locked in—

He felt a liquid come splashing out of her onto his hand as her body gave a few final jerks, experiencing the last bit of her orgasm. He was released and he moved his hand up to his lips curiously.

He watched Chell watch him with wide eyes. He licked his hands clean of her fluids and stared back at her lovingly.

"Brilliant…" he purred.

Chell's body shivered and sent more heat to her core, readying for the next stage.

Wheatley climbed back onto the bed and hovered over her. With a smile he pulled her into an embrace and gently stroked her hair.

"I love you…" He whispered into her hair, relishing the scent of her shampoo. They released and kissed deeply. Chell broke them apart and stared up at him expectantly.

Right. This was it. Do or die.

With a bit of fumbling, Wheatley managed to align himself at Chell's entrance shakily. He felt her hands grip his shoulders reassuringly and she looked up at him lovingly.

"Ready Love?" He breathed, feeling his member ache with want.

In response, she wrapped her arms around him and pulled him into her, winching at the unexpected pain of something inside of her seemingly ripping. Her face contorted with pain and she was glad she had chosen that moment to pull Wheatley into an embrace. If he had seen her face and known he had caused her pain, he probably would have never touched her again. She pushed memories of his guilt from their first "experience" away as he pulled away from the embrace to study her face.

Immediately she rid herself of her pained expression and smiled nervously up at him. His face was of utmost exhilaration as he stared down in disbelief.

"I…I'm…I'm _inside_ you…" his barely audible voice shook out. "Amazing love, amazing… Are you ok? That didn't hurt did it? I felt a bit of resistance when I, you know… I didn't…this time…did I?"

Chell knew what he meant, after all, both were obviously thinking back to the first night, and remembering the pain both shared. But she smiled and shook her head, gripping his shoulders and pushing slightly, coaxing him to pull out a bit more.

He obliged, and felt himself slide out—amazing…the feeling…bloody—then she pulled on his shoulders and he thrust into her. Both emitted a gasp, and Wheatley then knew what to do.

He slid back out, very slowly, almost painfully slow, and then thrust back into her. He repeated this, savoring each time Chell's body would arch up to meet his actions. He found his rhythm and began to pump into her, lost in the pleasure and bliss her body was giving him.

If she could have screamed, she would have. The feeling of his member thrusting into her slit felt too wonderful to describe any longer in rational terms. She lost all reason in his rhythmatic movements. She mouthed his name and dug her nails into his back. Perhaps under less pleasurable circumstances she would have realized how hard she was digging into his skin but at that point, both were too lost in each other to care.

Wheatley began to audibly moan. At that point it might have struck him that he was being just as loud, if not louder than the man from upstairs had ever been. But if he had truly been thinking it, he never reacted to it or changed his tone. Each animalistic grunt, pant, moan, or noise seemed to only excite him further and thrust harder and faster, wanting to bring as much pleasure to Chell as himself. He felt something tense up in his member; some kind of pressure was building in him, not that he knew what it was. He fought to hold it inside of him for as long as he could. Human instinct told him that if he let out, their sex would be over.

Each thrust brought wave after wave of pleasure and pure rapture to both. Neither could believe the feeling, and Wheatley's noises were causing Chell to become more excited and needy. She felt something well up inside of her, much similar to her first orgasm with Wheatley's fingers.

With a silent scream Chell came first. Her body tensed and writhed in pleasure and her inside began to spasm on Wheatley's member. Upon her reaction, Wheatley let loose the torrent of pressure inside.

Searing white light blinded him as his entire body trembled into hers, releasing everything he had. His guilt, his love, his happiness, his fear, needs and wants all flowed into Chell.

Both bodies wracked with pleasure and wholeness shuddered as one in an overflow of pleasure as each rode out the waves of sheer ecstasy.

Spent and exhausted, Wheatley collapsed on Chell, breathing lightly in her ear.

"Lovely…"

She offered a grin and hugged him close, breathing in his scent and sex.

Wheatley broke the embrace after a moment and pulled away, letting Chell and his juices flow out onto the bed. Rolling to his side next to her, he looked at Chell and yawned. She gently put a hand to his face and rubbed his cheek slowly, encouraging him to get some sleep.

Wheatley's eyes fluttered shut, completely lost in the feel-good vibe of their afterglow. Against his will sleep began to grasp at the edges of his mind and pull him away from Chell. His trek back from Aperture and being with Chell just moments ago left him with no ability to fight the inevitable sleep.

As Wheatley slipped into a slumber, Chell ceased her hand's movement and covered his body with a light blanket. Being careful not to wake or disturb him, she crept to her computer to write Wheatley a quick note upon his waking. The day was not over yet. Now that he was human, there were so many things she had to show him.

A broad smile on her face—nearly hurting due to her prolonged sadness at Wheatley's absence—played along her features as she watched Wheatley slumber noiselessly.

She would need to change the sheets once Wheatley was awake. But for now, she needed a shower.

**So towards the end of the summer, I ran out of steam. Completely. My two college classes were writing intensive and it sucked the inspiration right out of my body. That, and I wanted to finish playing Mass Effect, Bioshock, I've been in training to become a DM, Pokemon happened, and finally, I just couldn't get this chapter to sound right. **

**So, I hope you enjoyed! I'm sorry it took what, like, a month? Two months? Ohhhh…sorry about that.**

**Well I'm off to go play more Bioshock!**

**(Also, I was very inspired by TheMockingJay111's comment and BosBaBe's to continue writing. I don't know why. I just was.)**


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